A Budding Friendship
by FantasyNerd306
Summary: Dusk felt alone in this cold, cruel world we live in, and her past had finally started to take it's toll on her. During her darkest hour, she finds a savior, and a new friend in the most unlikely of places. Rated T for mentions of depression, suicide, and several character deaths. Note: This takes place in my AU.


**A/N: Finally, another Starlight Express story! This is NOT the sequel to An Unexpected Friend. It won't be out for quite some time. This is just something for you guys to read, and enjoy. This takes place in my little AU going on, so it's further away from canon, but introduces an alternate dimension of my creation: Machina. The machines are given the forms of their Machina counterparts, and they have certain instincts while they are in that form. A quick warning of depression, suicide attempts, mentions of suicide, and death of a character. I was listening to 'The Sound of Silence' by Disturbed, and 'Sally's Song' by Amy Lee while writing this. Anyway, on with the story!**

Krupp was forever grateful for Dusk's act of valor that saved his master's life. The were-cat had always fascinated him. He could only imagine how many she had fought in, but she seemed unaffected by the hardships of war. She never did talk much either. She usually kept to herself, unless C.B was having a mental breakdown, or if Greaseball, or Electra required her assistance. Other than that, she was rather quiet. She never talked about her past either, aside from stories about some of the battles she participated in during The Great War. It was strange.

He had started to grow worried. He hadn't seen Dusk all day. He had even asked C.B about her whereabouts, but even C.B didn't know where she was. If C.B didn't know where she was, then no one knew where she was. This wasn't like her. She usually stuck close to C.B's side like a magnet. Something was wrong. He started to search for her, looking at the places where she was most likely hanging out. His search continued all the way to dusk. As much as he hated to be away from his master for so long, he couldn't help, but worry about the were-cat his master had grown to adore. He was just about to give up, when he realized he hadn't looked at Stargazing Hill. He knew Dusk liked to look up at the moon. Perhaps, he could find her there.

Sure enough, he found her sitting on the top of Stargazing Hill, but instead of gazing up at the moon, she was hunched over, and holding her knees. Something was wrong. He hadn't had many interactions with humans, let alone were-cats, but her behavior was not a good sign. This only made him become more concerned about her.

Dusk was shaking as she sobbed with her head in her arms. Today marked the tenth anniversary of the day that ruined everything, and broke her heart. She heard someone sit down beside her, sniffled, and looked up to see Krupp. His usually straight face showed a hint of worry. He must have been looking for her.

Krupp's heart sank at the sight. Dusk, the headstrong, and courageous were-cat he once knew, was now curled up, and sniveling, the exact opposite of her kind, and strong image. He quickly grew alarmed when he saw Dusk holding a razor blade, and noticed a dark spot on the sleeve of her dress, right where her wrist was located. Dusk had attempted to make an attempt on her life. What would drive the much admired were-cat to take her own life?

Dusk looked back down at the ground, and a tear rolled down her cheek. Krupp couldn't just sit there, and watch her suffer. He needed to act fast, anything to keep her from trying to kill herself again, but he wasn't sure how to comfort the broken were-cat, so he just laid a hand on her shoulder. Her reaction was immediate, and unexpected.

Dusk quickly embraced him as best she could, and her dams finally let loose. Krupp was frozen in shock for a few moments, and then gently, almost reluctantly, wrapped his arms around her. She buried her face in his chest plate, sobbing, and shaking. Krupp could feel her warm tears on his natural armor, and felt the warmth of the blood from her wrist on his shoulder. If he is to help her get through this, he is to get to the source of the problem. He cleared his throat.

"Something is bothering you, Dusk. What is troubling you?" Krupp kept his tone of voice soft, and gentle. His usual cold, and abrasive attitude was the last thing Dusk needed now. Dusk hiccuped, and looked up at him. Her cold eyes overflowing with sorrow.

"It's... _nothing._" Dusk had to force that word out. Krupp frowned. He knew her too well. She needed help, even if she didn't want anyone to know about this rarely seen side of her.

"Don't lie to me, Dusk. I can tell you are troubled. I _know _something is wrong. You would not make an attempt on your life over nothing." Krupp tried to refrain from being too abrasive, but now it seemed necessary. Dusk sighed.

"You want to know my pain?" Dusk wiped the tears from her cheek with her shoulder, still clinging to him for dear life. Krupp hesitated, pondering her words, and then nodded. Dusk got up on her knees. She was still smaller than him. She gestured for him to bend down. He did as she told him.

"I won't tell you, but I'll show you. All you need to do is close your eyes, and let me do the work. If you feel pain, let me know, and I'll stop, okay?" Dusk wasn't making any sense. How could she show him what she's been through? Krupp wasn't sure if he could trust Dusk, but she was a good friend to Electra, and she needed his help more than ever.

"Okay." Krupp would have been sweating bullets if it was possible. He had no idea as to what to expect from the were-cat, but he wanted to help her in any way he can. Electra adored her. The two were very close, and this was the least Krupp could do in return for saving his master's life. Krupp closed his eyes, and for the first time in what seemed years, he relaxed.

Dusk pressed her forehead against his, closed her eyes, and let out a silent sigh. She began to her delicate work. Krupp felt himself being pulled from his own mind, and began to panic. Dusk growled softly.

_If you are to make this easy, so we won't risk injury to either of us, I suggest you ought to relax. I would never hurt you, Krupp. _Dusk's voice seemed to echo, but she wasn't speaking. She was speaking to him through her mind. Krupp slowly relaxed, and saw a bright light. So many places, and faces, some familiar, some unknown, raced past him until Dusk showed him the first horrible memory.

_Dusk was a small child, around seven to nine years old at the time. She was hiding in the closet, just as her mother had told her. A stranger had broken into their home, a bad man Dusk would later call him. The races of Fantanzia were subject to racism in human countries, something which Dusk never escaped from, even in school she was a victim of hatred, but this was it's breaking point. She could only watch in terror as her mother was brutally murdered before her very eyes. Blood splattered on the walls, and some even made it into the closet she was hiding in. She struggled to stay quiet as the stranger searched the house, searching for her._

_ To her relief, the stranger left the house after what seemed an eternity. Dusk slowly opened the closet door, afraid the stranger would return, and then keeled down next to her mother, who looked like she was sleeping, as she tried to wake her mother up._

Krupp felt sick at the sight. He felt Dusk's helplessness, confusion, and, as she grew to understand the situation, her sorrow. Why? Why would someone do such a thing? He felt a tear roll down his cheek. Her mother was murdered just because of her race. She showed him the next memory.

_Dusk was twelve years old. She was sitting out in the rain, not caring if she fell ill, or would die from the illness. She was numb. She had turned her back against the world. She felt abandoned, and unloved. She found out her father was a homeless alcoholic, and didn't even know she existed. She looked out at the traffic, and considered darting out into it, but her stronger side told her not to. She couldn't give up on life, at least not yet. Dusk let the tears flow. She was all alone in this cold cruel world._

Krupp's heart sank. She never had a father figure to guide her in life. He felt her broken heart when she learned her father was killed by an oncoming train. Now she had no family left. It was just her against the world. Dusk showed him some of the horrors she had witnessed during The Great War.

_Fellow soldiers, her brethren, were either dead, screaming in agony, or dying. There was so much suffering on the battlefield. She knew some of them were even parents, and some would not make it back to their families. It was heart wrenching. Anyone who supported world peace didn't realize that peace was an illusion, when in reality the world is chaotic, and full of misery. She relished a good fight, but only if it was one on one, never in an army. If anyone was to loose their life, it would be her._

Krupp held back a gag as she smelled the stench of death, and decay. He could see the crows feasting on the rotting corpses. To hear the screams of the wounded, or the moaning of the dying, and not being able to help them was frustrating. To know some of them won't be returning to their families... it was too much.

_Here's the worst one. I'm warning you right now, it's not a pretty one. _This _is why I am the way I am. _Dusk sounded like she was holding back a few sobs.

Krupp felt a fiery passion deep within his heart, and very soul: love. He never knew Dusk had a lover, but what made her the way she is today? Dusk showed him the answer, the final memory.

_Dusk was dancing with a rather dashing were-cat wearing an old fashioned black vest with golden buttons, a black long sleeved shirt, and black cape that flowed almost gracefully behind him, and a black top hat as the organ played it's beautiful, soon to be mournful, song. It was no secret. They were madly in love, more than Romeo and Juliet could ever dream of. _Dusk skipped forward a bit, trying to hold back tears of both pain, and sorrow.

_After a few years of being together, he proposed to her in a beautiful glen. Dusk eagerly accepted, gave him a passionate kiss, and embraced him, taking in the sweet smell of his cologne. _Dusk skipped forward once again. Krupp could feel her dread of what was to to come next.

_It was the day before the wedding, and she was patiently waiting at the church to rehearse with him. Hours passed, and she had started to grow worried. Did he forget? Did something happen? Her heart sank when she saw a police officer enter the church, and remove his hat. He approached her, and gave her the news that shattered her life to pieces. Tenebris, her one true love, was killed in a car crash. He was driving his hearse when a taxi cab collided with him head on. He was killed on impact._

_ All that she had loved, and cared for was gone in an instant. Dusk wailed, and fell to her knees. Her heart would never be able to recover from such a loss. She vowed from that day on to never love again, until she meets her love once more in the afterlife. That was when her heart grew cold as stone, and she was finally driven off the deep end. She could loose her family and not bat an eye, but to lose her one true love... it was too much._

Krupp could feel himself plunging into madness, and his blood ran cold. Nothing mattered anymore. He was numb, and his heart was heavy with sorrow. He felt he would have to endure of what seemed like an eternity before could reunite with the love he never had. Suddenly, he felt all of Dusk's emotions at once. He felt as if his forehead was burning. He grimaced, and hissed. All of her emotions at once were too much for him to bear.

Dusk quickly severed the bond, and opened her eyes. Krupp was left shaking, and panting. He met her cold gaze, tears rolling down his pale cheeks.

"Dusk... I had no idea..." Krupp never expected such a strong-hearted were-cat had such a tragic past. She hid it so well, which led to her current situation.

"It's fine. I didn't expect to tell anyone about that either." Dusk smiled weakly. Krupp couldn't help, but return the smile. She saved Electra, and now he was returning the favor. He looked up at the stars, and silently begged the Starlight Express to help his friend recover from all her loss. He looked down at Dusk, and chuckled softly. She had fallen asleep in his gentle embrace, still holding onto him. His smile faded when he realized he had been too far from his master for too long. It would be best to head back home, but he couldn't just leave Dusk alone out in the cold. He sighed, and carefully scooped her up in his arms, waking her.

"Krupp, what are you doing?" Dusk groaned.

"It would be immoral to leave you out here. Master would have my head if I left you in this state." Krupp glanced down at the were-cat in his arms. Dusk simply grunted in acknowledgement. She was probably too tired to argue with him.

When he arrived at his master's household, he contacted Wrench, and asked her to open the door. He didn't want to waken the were-cat he was cradling in his arms. Wrench opened the door, and was surprised to see Krupp with Dusk in his arms.

"Krupp, what happened?" Wrench seemed a little worried about Electra's little friend. It seemed all the components cared for her now.

"I found her on Stargazing Hill. She... made an attempt on her life." Krupp looked down at Dusk once more, who was sleeping peacefully. Who knows how long it had been since she had been able to sleep without the heavy weight of all the sorrow she had locked up in her heart.

"Did you stop her? Is she hurt?" Wrench rolled closer to get a closer look.

"I prevented her from doing any further damage to herself. " Krupp readjusted his arms a little, and pointed at Dusk's injured wrist, prompting a soft grunt from the were-cat. "She cut her wrist. I don't know how deep it is."

Immediately, Wrench grasped Dusk's wrist, and rolled up the were-cat's sleeve. Wrench sighed in relief. It must not be too bad.

"It's only deep enough for her to bleed just a small amount. Bring her in. I'm sure Electra can find a place for her to sleep." Wrench let him in. The other components stared at him in shock. Electra rolled into the room, and froze the moment he saw Krupp cradling the were-cat he had grown to adore.

"What happened?" Electra gazed at them in shock.

"She made an attempt on her life, but I prevented her from inflicting further damage on herself. I have decided to let her stay with us for the night, with your permission of course." Krupp replied.

"Why of course, I'll let her stay! We just need to make some sleeping arrangements for her." Electra had, surprisingly, welcomed the were-cat into his home. Krupp knew his master adored her, but not to take her in on a last minute's notice. However, he would have taken her in too if he were Electra. The were-cat had seen, and been through so much. It was the least he could do for her.

"Actually, master. I'm going to let her sleep in my berth for tonight." Krupp didn't want her to sleep on the couch. It just wasn't right. Electra seemed a little surprised at this, but he didn't protest.

"Very well, I trust your judgment, Krupp." Electra nodded, and left the room. Krupp grunted in acknowledgement, and rolled over to the bedroom. He gently laid her down on his berth, and pulled the covers over her. Dusk stirred, but didn't awaken.

"Hold on, I need to dress her wound." Wrench whispered, and wrapped several bandages around Dusk's wrist. "There. You can sleep in my berth, Krupp. I'm working late anyway."

"No, I'm not going to take someone else's berth because of a guest." Krupp looked down at Dusk, and saw something he thought he would never be able to see. Dusk was smiling, a warm, genuine, and peaceful smile. She was completely at ease.

"I would rather prefer to stay close to Dusk for the remainder of the night. It doesn't feel right to leave her side after... knowing what she saw, and been through." Krupp glanced down at the were-cat in his arms. Dusk simply grunted in acknowledgement. She was probably too tired to argue with him.

When he arrived at his master's shed, he contacted Wrench through Electra's computer, and asked her to open the door. He didn't want to waken the were-cat he was cradling in his arms. Wrench opened the door, and was surprised to see Krupp holding Dusk in his arms.

"Krupp, what happened?" Wrench seemed a little worried about Electra's little friend. It seemed all the components had soft spot for the were-cat.

"I found her on Stargazing Hill. She... made an attempt on her life." Krupp looked down at Dusk once more, who was sleeping peacefully. Who knew how long it had been since she had been able to sleep without the heavy weight of sorrow in her heart.

"Did you stop her? Is she hurt?" Wrench rolled closer to get a better look at the were-cat Krupp was holding.

"I prevented her from causing any more damage than that has already been done." Krupp readjusted his arms a little, prompting a soft grunt from the were-cat, and pointed at her injured wrist. "She cut herself with a razor blade. I do not know how deep it is."

Immediately, Wrench grasped Dusk's hand, and rolled up her dress sleeve. Wrench sighed in relief. It must not be too bad.

"It's only deep enough to cause her pain. Bring her in. I'm sure Electra can find a place for her to sleep for tonight." Wrench let him in the shed. Joule, Purse, and Volta stared at him in shock. They clearly didn't expect to see him come home carrying the were-cat that Electra had deemed a friend. Electra rolled into the room, and froze the moment he saw Krupp cradling the were-cat he had grown to adore.

"What happened?" Electra gazed at Krupp in utter shock. Krupp could sense a little bit of worry from the electric engine.

"She made an attempt on her life, but I prevented her from causing any further damage to herself. I have decided to let her stay the night with us, with your permission of course." Krupp replied. Electra grew soft. He truly cared about the were-cat after all.

"Why of course I'm letting her stay! We just need to create a sleeping arrangement for her." Electra had willingly welcomed the were-cat into his home. Krupp knew his master adored the were-cat, but not enough to take her under his wing for the night. However, he would have taken her in too if he was Electra. Dusk had been through, and seen so much. It was the least he could do for her.

"Actually, master, I'm going to let her sleep in my berth for tonight." Krupp didn't want Dusk to sleep on the couch. It just wasn't right. Electra seemed a little surprised at this, but he didn't protest.

"Very well, I trust your judgement, Krupp." Electra nodded, and left the room. Krupp grunted in acknowledgement, and rolled into his room. He gently laid Dusk down onto his berth, and pulled the covers over her. Dusk stirred, but didn't awaken.

"Hold on, I need to dress her wound." Wrench whispered as she entered the room, and wrapped several bandages around Dusk's injured wrist. " There. You can sleep in my berth, Krupp. I am working late tonight anyway."

Krupp shook his head. "No, I am not going to take someone else's bed because of a guest. It doesn't feel right to leave her side after... seeing what she had been through." Krupp felt that he needed to stay by Dusk's side. He wanted to make sure she had a peaceful night's sleep. Wrench gave him a puzzled look, as if to ask him just what he had seen, but she didn't question him.

"Very well, there are pillows, and blankets on the couch if you need them." Wrench rolled out of the room. Krupp sighed, sat down on the chair next to his berth, where Dusk was sleeping, and slowly fell asleep.

The next morning, he awakened as the light of dawn peeked through the curtains of Krupp's bedroom window. He looked down at Dusk, who was still sound asleep. He decided not to wake her, and rolled out into the kitchen. Volta was already making breakfast as usual.

"Krupp, what did you see?" Volta looked over her shoulder at him. "Wrench told me you saw what she had been through. What do you mean by that?"

Krupp sighed. He didn't want to tell anyone about what he experienced, but it would be a good idea to have others be aware of her past. That way, they could keep an eye out for any warning signs from the were-cat's behavior.

"I saw her memories... She witnessed her mother being murdered when she was only a child. Her father was a homeless human, who did not care for anything excpet for liquor, was hit by a train, and she never got to know him. She saw Hell on Earth during The Great War, and lost her one true love the day before her wedding. I did not want to share this with anyone at first. However, it would be a good idea to have everyone be aware of her past, so we can monitor her behavior more closely." Krupp looked over her shoulder as he heard someone walk into the kitchen to see Dusk. Volta immediately returned her attention to preparing breakfast. She must not have wanted to talk about it while Dusk was up, and about.

"Did you sleep well, Dusk?" Krupp asked the were-cat behind him. Dusk rubbed the fatigue from her eyes. Her makeup was smeared, but she didn't seem to care.

"I haven't slept that well in weeks." Dusk smiled weakly. Krupp nodded.

"Good." Krupp was relieved Dusk had been able to finally be at ease without the shadows of her past haunting her.

It didn't take long for the Electra, and the other components to file into the kitchen. Wrench checked Dusk's wrist to see if it was healing.

"Good, it is already healing." Wrench changed the bandage on the were-cat's wrist. "There. Be sure to change it every night."

"I'll be sure to keep up on it." Dusk smiled weakly. Wrench nodded, and took her seat at the table. Dusk reluctantly joined her, and sat close to Krupp. It was clear she had grown sloe to him since the previous night. Krupp jumped a little as Dusk's small cold hand grasped his much larger hand. She still didn't want to let go of him. It was if she saw him as her lifeline, the barrier that stood between giving in, and standing strong, the difference between life, and death.

After everyone had breakfast, Dusk was ready to return to C.B's shed, where Krupp was sure the caboose was waiting for her. Krupp opened the door for her, and froze when Dusk suddenly hugged him as tight as she could. He looked down at her. She pressed her forehead against his chest.

"Thank you..." Dusk whispered. Krupp embraced her. Now he didn't want to let her go. He just wanted to hold her, and shield her from the cold cruel world that had caused her so much suffering. They stayed like this for what seemed an eternity, until Krupp reluctantly released her. Dusk turned to leave, stopped, looked back at Krupp, and headed back for C.B's shed.

"You're welcome..." Krupp whispered, rolled back into the elaborate shed, and closed the door behind him. A rose had sprouted amongst the weeds of the cold cruel world. A friendship had been born.

**A/N: The reason why I have Krupp so protective is that he is Electra's bodygaurd, so he is to guard all his master holds dear, including the other components, and Electra's friends. It is in his nature to protect. I'm sorry this was longer than I intended, but I hope you enjoyed it! Until we meet again, see ya later!**


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